These Terms and Conditions (referred to herein as, the \u201cMSA\u201d or \u201cTerms\u201d) is by and between Client (as such definition of Client is set forth in the SOW between the Parties) from the (\u201cMSP\u201d) related to the Client\u2019s purchase of services (\u201cServices\u201d), as well as licenses for software, hardware, support and maintenance services, and\/or subscription services (\u201cProducts\u201d) from MSP. Client hereby engages and retains MSP to render certain Services or provide certain Products, as specifically set forth in the \u201cStatement of Work\u201d (\u201cSOW\u201d) or any subsequent Statements of Work (each a, SOW), or any work order as agreed among by the Parties (such Services and Products purchased from and rendered by MSP shall be individually referred to herein each as a \u201cRequested Service\u201d, and collectively as, the \u201cRequested Services\u201d). Except as otherwise stated therein, subsequent Requested Services or any SOW shall be made a part of and subject to these Terms. No Product or Service will be provided under these Terms alone but will require the execution of a written or electronic SOW between the Parties, each of which is deemed incorporated in these Terms for all purposes. In the event of any conflict between the SOW and these Terms, the terms of the SOW will prevail over these Terms. Client and MSP may be individually referred to herein each a \u201cParty\u201d and collectively as the \u201cParties\u201d.<\/p>\n\n\n\n
The Terms may be modified or amended by MSP from time to time without Client\u2019s consent by providing Client with written notice of any modification or amendment. Using the Services after the changes to these Terms become effective, means Client agrees to the new terms. If Client does not agree to the new Terms, Client must notify MSP in writing of its objection to the new Terms, and MSP has the right to immediately terminate the Services, any SOW, and these Terms.<\/p>\n\n\n\n
1.1 SYSTEM<\/u><\/strong>. <\/em>For the purposes of these Terms, \u201cSystem<\/strong>\u201d means, collectively, any computer network, computer system, peripheral or device that is tracked using MSP\u2019s Remote Monitoring and Management tool. To avoid a delay or negative impact on our provision of the Requested Services, during the term of each Requested Service, Client agrees to refrain from modifying or moving the System, or installing software on the System, unless MSP expressly authorizes such activity in writing in advance. MSP will not be held responsible or liable for any modification or change made to the System by Client without authorization.<\/p>\n\n\n\n 1.2 MAINTENANCE;<\/u><\/strong> <\/u><\/strong>UPDATES<\/u><\/strong>.<\/em> If patches and other software-related maintenance updates (\u201cUpdate(s)<\/strong>\u201d) are provided underthe Requested Services, MSP will install the Updates only if MSP has determined, in its reasonable discretion, that the Updates will becompatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. MSP will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer or applicable vendor\u2019s instructions.<\/p>\n\n\n\n 1.3 THIRD-PARTY SERVICE PROVIDERS<\/u><\/strong>. \u201cThird-Party Service Providers<\/strong>\u201d means software, services, and\/or products inclusive of component parts purchased from vendors in fulfillment of the Requested Services. <\/p>\n\n\n\n MSP will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the Third-Party Services Providers to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and MSP will not be held liable as an insurer or guarantor of the performance, downtime or usefulness of any Third-Party Product. Therefore, MSP may utilize a Third-Party Service Provider in its discretion to provide the Services in accordance with these Terms. The Third-Party Service Provider may require the MSP to sign a contract with the Third-Party Service Provider for its services (\u201cThird-Party Contract<\/strong>\u201d) and the terms of the Third-Party Contract may impose conditions and requirements upon Client. Access to the terms and conditions of any such Third-Party Contract(s) are provided to Client in the applicable SOW and the Master Link below, which identifies the Third-Party Service Provider of the Provided Service to Third Party Providers with subsequent links to their terms and conditions or End user License Agreements (\u201cEULA\u201d). The Master Link is www.thirdpartyterms.com<\/a> Client hereby agrees to review all Third-Party Terms and Conditions, and consent to those Third-Party Terms and Conditions which Client has consented MSP to contract upon its behalf.<\/p>\n\n\n\n The links are being provided as a courtesy, Client should monitor the links for the Third Party Providers to determine if they have the most current Terms and Conditions.<\/p>\n\n\n\n THIRD-PARTY PRODUCT VENDORS<\/strong>. \u201cThird-Party Product Vendors<\/strong>\u201d means software, machinery, equipment, services, and\/or products inclusive of component parts purchased from vendors in fulfillment of the Requested Services. <\/p>\n\n\n\n MSP will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the Third-Party Product Vendor to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and MSP will not be held liable as an insurer or guarantor of the performance, downtime or usefulness of any Third-Party Product. Where applicable, a Third-Party Product Vendor may require the MSP to sign a contract with the Third-Party Product Vendor for its products (\u201cThird-Party Contract<\/strong>\u201d) and the terms of the Third-Party Contract may impose certain conditions and requirements upon Client. Client hereby agrees to review all Third-Party terms and conditions, and consent to those Third-Party terms and conditions which Client has consented MSP to contract upon its behalf as described in Section 1.3 above. <\/p>\n\n\n\n 1.5 THIRD-PARTY PRODUCTS<\/u>.<\/strong> <\/em>Unless otherwise stated in Requested Services, all hardware, software, peripherals or accessoriespurchased through MSP (\u201cThird-Party Products<\/strong>\u201d) are nonrefundable once the applicable Requested Services is placed in our queue fordelivery. Unless otherwise expressly stated in the applicable Third-Party Product Vendor\u2019s terms and conditions of the Third-Party Products,all Third-Party Products are provided \u201cas is\u201d and without any warranty whatsoever as between MSP and Client (including but not limited to implied warranties). If, in MSP\u2019s sole discretion, a hardware or software issue requires vendor or OEM support, MSP may contact thevendor or OEM (as applicable) on Client\u2019s behalf and pass through to Client all fees and costs incurred in connection with that process. If such fees or costs are anticipated in advance or exceed $100, MSP will obtain Client permission before incurring such expenses on behalf of Client, unless exigent circumstances require MSP, in MSP\u2019s sole discretion, to proceed otherwise without Client\u2019s prior permission.<\/a>Notwithstanding the foregoing, Client acknowledges and agrees that, in order for the MSP to provide uninterrupted services and support under this Agreement, it is the Client\u2019s sole responsibility to maintain valid and current maintenance agreements with all software vendors providing software covered under these Terms or any SOW. The Client must renew and pay for these maintenance agreements to ensure uninterrupted support. The MSP is not liable for service disruptions or delays caused by the Client’s failure to maintain these agreements. If a maintenance agreement lapses or a vendor discontinues support, the Client must notify the MSP, and the MSP is not obligated to continue support until a valid agreement is reinstated. The Client will cooperate with the MSP to resolve any issues arising from lapsing agreements.<\/p>\n\n\n\n 1.7 SUBCONTRACTORS<\/u><\/strong>. \u201cSubcontractors<\/strong>\u201d means third-party to whom MSP contracts to provide specified services to complete the services indicated in the applicable Requested Services.<\/p>\n\n\n\n 1.8 CONDITIONS OF SERVICE<\/u><\/strong>. Client System is eligible for provision of MSP\u2019s Services as outlined in the Requested Services of the SOW, provided the System is in good condition and MSP\u2019s serviceability requirements and site environmental conditions are met:<\/p>\n\n\n\n 1.8.1 Client shall provide adequate workspace, heat, light, air conditioning, ventilation, electric current and outlets, internet and remote access for use by MSP\u2019s representatives.<\/p>\n\n\n\n 1.8.2 MSP\u2019s representatives shall have, and Client shall provide full access to the System in order to affect the necessary monitoring and\/or supplemental services.<\/p>\n\n\n\n 1.8.3 MSP reserves the right to suspend or terminate these Terms, any SOW, or any Requested Services in its sole discretion, conditions at the service site pose a health or safety threat to any of MSP\u2019s representatives.<\/p>\n\n\n\n It is the responsibility of Client to promptly notify MSP of any events\/incidents that may impact the services defined within these Terms and\/or any supplemental service needs. <\/p>\n\n\n\n MSP shall provide services as defined in the Requested Services during MSP\u2019s regular business hours, unless otherwise specified in any subsequent SOW, or other contract documents, and in accordance with MSP\u2019s IT Service policies then in effect.<\/p>\n\n\n\n Client agrees that Client will inform MSP, prior to, Client making any modification, installation, or service performed on the System by individuals not employed or contracted by MSP in order to assist MSP in providing an efficient and effective System support response.Client will be billed the full cost, at MSP\u2019s hourly rate, to remediate and restore the Systems and\/or Services to a state prior to change. <\/p>\n\n\n\n Only Authorized Contacts will be eligible to access and service Client System. Any unauthorized access or service conducted on the System without the explicit consent of MSP, which results in negative System performance, will not be covered by the monthly plan fee as documented in the Requested Services and will be billed according to MSP\u2019s labor rates as outlined in the Requested Services or subsequent SOW.<\/p>\n\n\n\n MSP shall be obligated to provide service only at (a) the Service Site(s) as identified in the\u00a0Requested Services;\u00a0and (b) Client Systems as identified which is defined as Client covered devices in the\u00a0Remote Monitoring Management (\u201cRMM<\/strong>\u201d) platform.\u00a0\u00a0If Client desires to relocate, add or remove locations, Client shall give appropriate notice to MSP of Client\u2019s intention to relocate sixty (60) days in advance.\u00a0\u00a0MSP reserves the right to renegotiate service terms with respect to any relocation and\/or addition of locations by Client.\u00a0\u00a0Such right includes the right to refuse service at the relocation and\/or new site.<\/p>\n\n\n\n 1.9 SERVICE LIMITATIONS<\/u><\/strong>. In addition to other limitations and conditions set forth in these Terms, the following service and support limitations are expressed:<\/p>\n\n\n\n 1.9.1 Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of these Terms. MSP will provide consultative specification, sourcing guidance, and\/or time and material\/project offerings.<\/p>\n\n\n\n 1.9.2 MSP shall not be liable for any unauthorized modification or change made to the System by Client or a third party without MSP\u2019s prior written consent. To the extent such unauthorized modification or change causes issues or failures to the System, Client will be billed the full cost to restore the System to its original state.<\/p>\n\n\n\n 1.10 NOTICE OF CRITICAL DEFICIENCIES OF CLIENT\u2019S SYSTEM<\/u><\/strong>. During the course of the provision of Requested Services, MSP may identify critical deficiencies or vulnerabilities in the Client\u2019s System(s) and make recommendations (such as additional services or products) to correct such critical deficiencies (\u201cCritical Recommendations<\/strong>\u201d) in order for the MSP to provide the Requested Services in accordance with a SOW. To the extent Client refuses to implement Critical Recommendations, or elects to terminate any Services and\/or Products related to critical deficiencies or vulnerabilities and\/or Critical Recommendations, Client acknowledges and agrees that the critical deficiencies and vulnerabilities, failure to promptly implement or maintain the Critical Recommendations, and\/or termination of any Services and\/or Products related to critical deficiencies or vulnerabilities and\/or Critical Recommendations may (a) expose the Client\u2019s System(s) to significant risk, including, without limitation, security breaches, data loss, system outages, or non-compliance with applicable laws and regulations; (b) adversely affect Client\u2019s System and\/or MSP\u2019s ability to provide the Services and Products; (c) warrant MSP to terminate, suspend, or modify some or all of the Requested Services in its sole discretion; or (d) cause other adverse consequences, costs, and\/or damages to Client, MSP, or other third parties. MSP may require Client to execute a written waiver letter of such Critical Recommendations to the extent Client fails or refuses to implement such Critical Recommendations. In the event that Client fails or refuses to implement the Critical Recommendations, terminates any Services and\/or Products related critical deficiencies or vulnerabilities and\/or Critical Recommendations, or if any critical deficiencies result in an adverse consequence prior to the implementation of Critical Recommendations, Client acknowledges and agrees to the following: MSP shall not be responsible for (i) damage to or compromise of Client\u2019s System; (ii) MSP\u2019s ability (or lack thereof) to provide the Requested Services in accordance with any SOW or these Terms; or (iii) any losses, damages, claims, or costs that directly or indirectly arise out of or result from such critical deficiencies and\/or Client\u2019s failure to promptly implement Critical Recommendations or otherwise comply with this Section 1.10. Client agrees to protect, defend, indemnify, release, and hold harmless MSP and its subcontractors, employees, directors, managers, shareholders, members, affiliates, agents, representatives, and related parties from and against any and all claims, lawsuits damages, costs, fees, losses, or liabilities (including reasonable attorneys’ fees), including with respect to third-party claims, lawsuits damages, costs, fees, losses, or liabilities (including reasonable attorneys’ fees), which relate in any way to Client\u2019s failure to comply with this Section 1.10.<\/p>\n\n\n\n 1.11 ONBOARDING PROCESS<\/u><\/strong>. Client acknowledges and agrees that MSP shall have no responsibility for any deficiencies in the current operating systems and infrastructure unless and until MSP has had a reasonable opportunity to conduct a thorough review of the current system and to provide Client with its recommendations, and Client has accepted and implemented such recommendations.<\/p>\n\n\n\n 1.12 OFFBOARDING PROCESS<\/u><\/strong>. In the event of termination of the Requested Services, any SOW, and\/or these Terms by either Party, MSP will make reasonable accommodations to transfer Client\u2019s account to Client or Client\u2019s new managed service provider or other authorized agent (the \u201cOnboarding Provider<\/strong>\u201d). Client shall indemnify and hold harmless MSP, its Subcontractors and their respective directors, officers, employees, consultants and agents for any claims or losses resulting from the activities of Client or the Onboarding Provider during the transition period from MSP to the Onboarding Provider, inclusive of when Client obtains access to all super administrator accounts of their infrastructure. Transfer will require that Client\u2019s account be fully paid at time of transfer inclusive of any offboarding charges. MSP will have no obligation to store or maintain Client\u2019s data in MSP\u2019s possession or control beyond thirty (30) calendar days following the termination of the applicable Requested Services. <\/p>\n\n\n\n 1.13 NETWORK DEVICES, HARDWARE AND SYSTEMS<\/u><\/strong>: MSP shall only be responsible for providing Services to network devices, hardware and Systems identified by the Client and MSP and set forth in the latest Requested Services and covered by RMM.MSP may, in its sole discretion, deny requests to add devices, hardware or systems. The Client shall bear the responsibility to isolate and protect the System by not allowing additional devices, hardware or system on the System unless approved by MSP. MSP shall have no responsibility for any devices, hardware or systems or damage resulting therefrom that are added to the System without MSP\u2019s approval. MSP shall have the right to immediately terminate this MSA or any SOW if devices, hardware or systems are added without their approval. If Client obtains new devices, hardware or systems and wishes to request MSP\u2019s services to extend to new devices, hardware or systems, said extension shall not take effect unless and until each Party agrees in writing to new SOW and the device is added to the RMM. Said written, signed SOW shall then become an addendum to this MSA or any SOW and incorporated herein. MSP reserves the right to deny any requests for additional services and\/or additional hardware\/systems for any reason in its sole discretion.<\/p>\n\n\n\n 1.14 <\/strong>AUTHORIZED CONTACT(S)<\/u><\/strong>. Client understands and agrees that MSP will be entitled to rely on any directions or consent provided to MSP by any of the Client\u2019s authorized contracts (\u201cClient Authorized Contacts<\/strong>\u201d), as indicated in an applicable SOW. If no Client Authorized Contact is identified in an applicable SOW, then Client Authorized Contact will be the person(s) who signed the applicable SOW. If Client desires to change the Authorized Contact(s), please notify MSP of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter.<\/p>\n\n\n\n 1.15 <\/strong>SHARED ADMINISTRATOR CREDENTIALS<\/u><\/strong>. If Client shares server, network, or software application administrative credentials, MSP will not be held legally liable or responsible for any outages, errors, breaches, data loss and misconfiguration since multiple administrators from different companies jeopardizes the integrity of the support outlined in these Terms. <\/p>\n<\/div><\/div><\/div>\n\n\n\n 2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0CONFIDENTIALITY AND NON-DISCLOSURE.<\/strong><\/p>\n\n\n\n 2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0DEFINITION OF CONFIDENTIAL INFORMATION.<\/strong> As used herein, \u201cConfidential Information\u201d means all confidential information disclosed by a Party (\u201cDisclosing Party\u201d) to the other Party (\u201cReceiving Party\u201d), in any format whether oral, written, electronic, or other, that is designated as confidential.<\/p>\n\n\n\n 2.2 Client Confidential Information shall include any personally identifiable information or protected health information of Client employees, Client customers, and Client Data. Client acknowledges and agrees that these Terms do not constitute a Business Associates Agreement (\u201cBAA\u201d) as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L. 104\u2013191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the requirement for any such agreement in addition to these Terms may be necessary to provide the Services hereunder. Client acknowledges and agrees that Third-Party Service Providers (defined in Section 1.3 above) and Third-Party Product Vendors (defined in Section 1.4 above) are not parties to any SOW, these Terms or other agreement with MSP unless specifically agreed in writing, and Client must obtain a separate BAA with the Third-Party Service Provider or Third-Party Product Vendor. Client shall be solely responsible for the consequences, if any, of moving forward with the Services hereunder without such a BAA and shall be the sole judge of the necessity for a BAA in addition to these Terms. Furthermore, Client hereby agrees to defend, indemnify and hold harmless MSP and any affiliated company, and MSP\u2019s respective present and former shareholders, members, officers, directors and employees and its attorneys and agents, and MSP\u2019s predecessors, successors, insurers, assigns, heirs, executors and administrators (collectively referred to as the “Indemnitee”), from and against any and all claims, demands, causes of action, actions, judgments, liabilities, losses, costs and expenses, including attorneys’ fees and costs, as they occur, brought against, imposed upon, or incurred or suffered by, the Indemnitee which in any way relate to (i) the failure of Client to comply with these Terms in proper handling of protected health information, (ii) the absence of any necessary BAA, or (iii) failing to notify MSP of the necessity of a BAA.<\/p>\n\n\n\n 2.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Confidential Information of each Party shall include the terms and conditions of\u00a0these Terms\u00a0and all Requested Services\u00a0as well as business and marketing plans, technology and technical information, products, services, product plans and designs, trade secrets, and business processes disclosed by such Party.<\/p>\n\n\n\n 2.4 Confidential Information (other than Client Data) shall not include any information that: <\/p>\n\n\n\n (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,<\/p>\n\n\n\n (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,<\/span><\/p>\n\n\n\n (c) is received from a third-party without breach of any obligation owed to the Disclosing Party, or\u00a0<\/span><\/p>\n\n\n\n (d) was independently developed by the Receiving Party without use of any Confidential Information.\u00a0<\/p>\n<\/div><\/div>\n<\/div><\/div><\/div>\n\n\n\n 2.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0PROTECTION OF CONFIDENTIAL INFORMATION<\/u><\/strong>.\u00a0The Receiving Party shall:<\/p>\n\n\n\n (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care,<\/p>\n\n\n\n (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms or otherwise in any manner to the Disclosing Party\u2019s detriment, and<\/p>\n\n\n\n (c ) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates\u2019 employees, subcontractors and agents who need such access for purposes consistent with these Terms. <\/p>\n<\/div><\/div>\n<\/div><\/div><\/div>\n\n\n\n 2.6 NON-DISCLOSURE<\/u><\/strong>. Neither Party shall disclose these Terms or any Requested Services to any third-party other than its affiliates, legal counsel, and accountants without the other Party\u2019s prior written consent.<\/p>\n\n\n\n 2.7 COMPELLED DISCLOSURE<\/u><\/strong>. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.<\/p>\n\n\n\n If the Receiving Party is compelled by law to disclose the Disclosing Party\u2019s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.<\/p>\n\n\n\n 2.8 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION<\/u><\/strong>. Upon request, each Party agrees to promptly return the other Party\u2019s Confidential Information in its possession, custody or control, or to certify the deletion or destruction of Confidential Information; provided, however, that the Receiving Party may retain a copy of any Confidential Information to the extent (a) required by applicable law or (b) it would be unreasonably burdensome to destroy. In the event that return, or destruction of Confidential Information is unduly burdensome, or not feasible, the Parties shall extend the protections of these Terms to the retained Confidential Information.<\/p>\n<\/div><\/div><\/div>\n\n\n\n 3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0PROVISION\u00a0OF MATERIALS AND SERVICES TO MSP.<\/strong>\u00a0Client agrees to timely furnish, at Client\u2019s own expense, all personnel, all necessary computer hardware, software and related materials and appropriate and safe workspaces for purposes of MSP or its subcontractors, performing the Services.\u00a0\u00a0Client will also provide MSP or its subcontractors, with access to all information, passwords and facilities requested by MSP that is necessary for MSP or its\u00a0subcontractors, to perform the Services.\u00a0\u00a0Access may be denied for any reason at any time, however if access to information, passwords or facilities is denied, Client understands that MSP or its subcontractors, may be unable to perform their duties adequately.\u00a0and if such a situation should exist, Client will hold the MSP harmless.<\/p>\n\n\n\n 4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0RESPONSIBILITY FOR EQUIPMENT.<\/strong>\u00a0Client acknowledges that\u00a0from time to time (a) MSP may identify additional items that need to be purchased by Client, and (b) changes in Client system may be required in order for MSP to meet Client requirements.\u00a0\u00a0In connection therewith, Client agrees to work in good faith with MSP to effectuate such purchases or changes, and such changes shall be set forth in a new SOW for\u00a0Requested Services.\u00a0\u00a0If MSP is required to purchase any assets, including computer hardware and\/or software, in connection with MSP providing the Services, all such assets will remain the sole property of MSP, except those assets sold by MSP to Client or procured by MSP on Client\u2019s behalf shall be the sole property of Client.\u00a0\u00a0Client will take such reasonable precautions to ensure the quality, completeness and workmanship of any item or equipment or hardware furnished by Client, and for ensuring that the materials\u00a0provided to MSP or its subcontractors, do not infringe or violate the rights of any third-party.\u00a0\u00a0Unless otherwise specified in the\u00a0Requested Services\u00a0that it is not the intent, nor does the MSP provide any type of backup of Client data. Client will maintain adequate backup for all data and other items furnished to MSP.<\/p>\n\n\n\n It is the Client\u2019s responsibility for any failure or malfunction of electrical or telecommunications infrastructure or services that causes damage to MSP\u2019s products or services and MSP disclaims all responsibility for any loss including data.<\/p>\n\n\n\n 5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0CLIENT DATA OWNERSHIP AND RESPONSIBILITY.<\/strong>\u00a0Client shall bear sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information or material proprietary submitted by Client to MSP.<\/p>\n\n\n\n 6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0INTELLECTUAL PROPERTY.<\/strong>\u00a0MSP retains all intellectual property rights in and to any property invented or composed in the course of or incident to MSP\u2019s performance of these Terms or the Requested Services, as well as any software, materials, or methods created prior to or after conclusion of MSP\u2019s Services (\u201cIntellectual Property\u201d). Client acquires no right or interest in or to any such Intellectual Property, by virtue of these Terms or the Services performed under these Terms by MSP, other than the limited license granted in Section 7.\u00a0<\/p>\n\n\n\n 6.1 Client may only use and disclose Intellectual Property in accordance with the terms of these Terms and applicable Requested Services. MSP reserves all rights in and to the Intellectual Property not expressly granted in these Terms. Client may not disassemble or reverse engineer any Intellectual Property or decompile or otherwise attempt to derive any software source code within the Intellectual Property from executable code, except to the extent expressly permitted by applicable law despite this limitation or provide a third-party with the results of any functional evaluation, or benchmarking or performance tests on the Intellectual Property, without MSP\u2019s prior written approval. Except as expressly authorized in these Terms or any Requested Services, Client may not (a) distribute the Intellectual Property to any third-party (whether by rental, lease, sublicense or other transfer), or (b) operate the Intellectual Property in an outsourcing or MSP business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Intellectual Property.<\/p>\n\n\n\n 7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0LICENSE AGREEMENTS.<\/strong><\/p>\n\n\n\n 7.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0LICENSE.<\/strong>\u00a0Subject to these Terms, MSP grants Client a perpetual, non-exclusive, non-transferable license to use all programming, documentation, reports, and any other product provided as part of the Services solely for Client\u2019s own internal use and no other purpose with MSP\u2019s prior written consent.\u00a0\u00a0At all times,\u00a0all software on the System\u00a0must be genuine and licensed, and Client agrees to provide\u00a0MSP with\u00a0proof\u00a0of\u00a0such\u00a0licensing\u00a0upon\u00a0its\u00a0request.\u00a0\u00a0If\u00a0MSP\u00a0requires\u00a0Client\u00a0to\u00a0implement\u00a0certain\u00a0minimum\u00a0hardware\u00a0or\u00a0softwarerequirements (\u201cMinimum Requirements\u201d), Client agrees to do so as an ongoing requirement of MSP providing its Services to Client.<\/p>\n\n\n\n 7.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0SOFTWARE\u00a0INSTALLATION OR REPLICATION.<\/strong>\u00a0\u00a0If MSP is required to install or replicate Client software as part of the Services, Client will independently verify that all such software is properly licensed.\u00a0\u00a0Client\u2019s act of providing any software to MSP will be deemed Client\u2019s affirmative acknowledgement to MSP that Client has a valid license that permits MSP to perform the Services related thereto.\u00a0\u00a0In addition, Client is sole responsible for monitoring Client equipment for the installation of unlicensed software.\u00a0\u00a0Client will indemnify, defend, and hold harmless MSP against any and all losses, costs, liabilities, damages and expenses MSP may incur (including reasonable attorney\u2019s fees and disbursements) related to any Client materials that infringe upon any intellectual property rights of third parties,\u00a0or any breach of this Section by Client.<\/p>\n\n\n\n 7.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0PRE-EXISTING LICENSE AGREEMENTS.<\/strong>\u00a0\u00a0Any software Product provided to Client by MSP as a reseller for a third-party, which\u00a0is licensed to Client under a separate software license agreement with such third-party, will continue to be governed by the third-party license agreement.<\/p>\n\n\n\n 7.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0EULA.<\/strong>\u00a0\u00a0Portions\u00a0of\u00a0the\u00a0Services\u00a0may\u00a0require\u00a0Client\u00a0to\u00a0accept\u00a0the\u00a0terms\u00a0of\u00a0one\u00a0or\u00a0more\u00a0third-party\u00a0end\u00a0user\u00a0license\u00a0agreements(\u201cEULAs\u201d).\u00a0\u00a0If\u00a0the\u00a0acceptance\u00a0of\u00a0a\u00a0EULA\u00a0is\u00a0required\u00a0to\u00a0provide\u00a0the\u00a0Services\u00a0to\u00a0Client,\u00a0then\u00a0Client\u00a0hereby\u00a0grants\u00a0MSP\u00a0permission\u00a0to accept\u00a0the\u00a0EULA\u00a0on\u00a0Client\u00a0behalf.\u00a0\u00a0EULAs\u00a0may\u00a0contain\u00a0service\u00a0levels,\u00a0warranties\u00a0and\/or\u00a0liability\u00a0limitations\u00a0that\u00a0are different\u00a0than\u00a0those\u00a0contained\u00a0inthese Terms.\u00a0\u00a0Client\u00a0agrees\u00a0to\u00a0be\u00a0bound\u00a0by\u00a0the\u00a0terms\u00a0of\u00a0such\u00a0EULAs\u00a0and\u00a0will\u00a0look\u00a0only\u00a0to\u00a0the\u00a0applicable\u00a0third-party\u00a0provider\u00a0for\u00a0theenforcement\u00a0of\u00a0the\u00a0terms\u00a0of\u00a0such\u00a0EULAs.\u00a0\u00a0If,\u00a0while\u00a0providing\u00a0the\u00a0Services,\u00a0MSP\u00a0is\u00a0required\u00a0to\u00a0comply\u00a0with\u00a0a\u00a0third-party\u00a0EULA\u00a0and\u00a0the\u00a0third-party\u00a0EULA\u00a0is\u00a0modified\u00a0or\u00a0amended,\u00a0MSP\u00a0reserves\u00a0the\u00a0right\u00a0to\u00a0modify\u00a0or amend any\u00a0applicable\u00a0Requested Services\u00a0with\u00a0Client\u00a0to\u00a0ensure its continued compliance\u00a0with\u00a0the\u00a0terms\u00a0of\u00a0the\u00a0third-party\u00a0EULA.\u00a0\u00a0<\/a>Client agrees to hold harmless and Indemnify MSP against Client violation of any of the terms and conditions included in the subject EULA.\u00a0<\/p>\n<\/div><\/div><\/div>\n\n\n\n